HE 


1903 

UC-NRLF 


C    2    725    TMD 


• 


/  A. 


PLAN  AND  AGREEMENT 


FOR    THE 


REORGAiNlZATION 


OF   THE 


Chicago  Great  Western  Railway  Company^ 


Dated^June  i,  1909. 


J.   P.   MORGAN   &  CO.,   Reorganization   Managers. 


FRANCIS   LYNDE  STETSON, 

Counsel  to  the  Reorganization  Managers. 


REORGANIZATION  1<?0] 


OF  THE 

Chicago  Great  Western  Railway  Company. 


PRESENT  CONDITION  OP  THE 
CHICAGO   GREAT  WESTERN  RAII^WAY  COMPANY. 

The  Chicago  Great  Western  Railway  System  comprises  1,497  miles,  of  which 
1,406  miles  are  owned,  757  directly,  and  649  by  ownership  of  all  the  stock  of  two 
subsidiary  companies. 

The  mileage  operated  is  1,475  miles,  as  follows: 

Lines  owned  by  Chicago  Great  Western  Railway  Company,  757  miles. 
Trackage  leased  from  other  railway  companies,       .         .     83       " 

840  miles. 
Less:  Branch  Line  leased  to  W.  C.  F.  &  N.  Ry.  Co.,      .     22       " 

Total, 818  miles. 

As  owner  of  all  the  stock,  and  also  as  lessee,  the    Chicago   Great 
Western  Railway  Company  operates  the  lines  of  the  following  Companies : 

Wisconsin,  Minnesota  &  Pacific  Railroad  Company,        .  271  miles. 

Mason  City  &  Fort  Dodge  Railroad  Company  (8  miles 
being  operated  under  a  lease  and  decree  of  the 
U.  S.  Circuit  Court), 386      " 

Total, 657  miles. 

Total  Present  Operated  Mileage  of  the  Chicago 

Great  Western  Railway  System, i»475  miles. 

The  Chicago  Great  Western  Railway  Company  owns  the  following  stocks  and 
securities : 

*  Stock  of  Subsidiary  Companies : 

t  Stock  of  Mason  City  &  Fort  Dodge  Rail- 
road Company,         ....    $32,841,152  00 

t  Stock  of  Wisconsin,  Minnesota  &  Pacific 

Railroad  Company,  .         .         .         5,893,400  00 

t  Stock  of  DeKalb  &  Great  Western  Rail- 
way Company,  .         .         .         .  111,771  48 

Total, $38,846,323  48 

♦All  stocks  are  stated  at  par  or  nominal  value  onlj-. 
t  Being  all  of  the  stock  of  the  Company. 


M7ior^o 


other  Stocks  Owned : 

Stock  of  Chicago  Union  Transfer  Rail- 
way Company, 

Stock  of    Minnesota   Transfer    Railway 
Company,         .... 

Stock  of  St.  Paul  Union  Depot  Co., 

Stock  of  St.  Joseph  Union  Depot  Co., 

Stock  of  Iowa  Transfer  Railway  Co., 

Stock  of  Iowa  Development  Company, 

Stock  of  Iowa  Townsite  Company, 

Stock  of  St.  Charles  Hotel  &  Park  Co., 

Stock  of  Minnesota  &  N.  W.  Ry.  Co.  de- 
posited with  Treasurer,  $120,000  00 
Less :  amount  received 
on  Dubuque  taxes  acct. 
thereof,  .         .         .      94,229  13 

Stock  of  Iowa  Sugar  Company, 

Total,  .... 


$57,274  01 

7,000  00 
103,600  00 

25,156  53 

6,200  00 

150,000  00 

10,000  00 

23,706  44 


25,770  87 
12,500  00 


$421,207  85 
139,267,531  33 


The  claims  against  the  Chicago  Great  Western  Railway  Company,  the  stocks 
thereof,  and  the  liens  existing  on  the  properties  of  the  subsidiary  companies,  are 
approximately  as  follows : 


(i)    Chicago  Great  Western  Railway  Company 

{a)  Notes  and  other  obligations,    . 

Four  Per  Cent.  Debenture  Stock,    . 
Five  Per  Cent.  Preferred  Stock  A, 
Four  Per  Cent.  Preferred  Stock  B, 
Common  Stock,        .... 
Total,  .... 


$13,500,000  00 

28,077,089  00 

11,336,900  00 

23,051,942  00 

44,525,420  00 


$120,491,351  00 


(2)    Subsidiary  companies : 

Wisconsin,  Minnesota  &  Pacific  Railroad 
Company  First  Mortgage  Four  Per 
Cent.  Gold  Bonds,     .... 

Mason  City  &  Fort  Dodge  Railroad  Com- 
pany First  Mortgage  Four  Per  Cent. 
Gold  Bonds,      ..... 

Total, ' 

Total,      .         .         .         . 


$6,232,000  00 


12,000,000  00 


18,232,000  00 
$138,723,351  00 


(a)  Not  including  Receivers'  current  operating  obligations  or  assets. 


i 

THB  I/ONDON  AND  THIS  NISW  YORK  COMMITTEES 
OF  STOCKHOIyDERS. 


At  the  request  of  the  Loudon  Committee,  cousistiug  of  Robert  Fleming, 
Henry  Augustus  Vernet  and  others,  for  Debenture  Stock  deposited  with  said  Committee 
under  an  Agreement  dated  May  26,  1908,  and  at  the  request  of  the  New  York  Committee, 
consisting  of  William  A.  Read  and  others,  for  Debenture  Stock  deposited  with  said 
Committee  under  an  Agreement  dated  February  i,  1908,  and  also  at  the  request  of  the 
Committee  consisting  of  John  W.  Castles  and  others  for  Preferred  Stock  A,  Preferred 
Stock  B  and  Common  Stock,  deposited  with  said  Committee  under  an  Agreement  dated 
March  17, 1908, — J.  P.  Morgan  &  Co.  have  consented  to  act  as  Reorganization  Managers 
to  carry  out  the  Plan  of  Reorganization. 

The  London  Committee  for  Debenture  Stock  have  decided  to  adopt  and  approve 
the  Plan  of  Reorganization  and  have  undertaken  to  give  notice  thereof  to  the  Certificate 
Holders  of  the  London  Committee  in  the  manner  prescribed  in  their  Agreement  and  to 
deposit  with  the  Reorganization  Managers  in  exchange  for  Reorganization  Certificates 
of  Deposit  all  the  Debenture  Stock  held  by  the  London  Committee,  except  Debenture 
Stock  deliverable  to  holders  of  Certificates  of  Deposit  of  said  London  Committee, 
who,  under  the  provisions  of  said  Agreement,  within  thirty  days  after  the  first 
publication  of  such  notice,  shall  notify  the  Loudon  Committee  of  their  desire  to  with- 
draw from  said  Agreement.  The  Reorganization  Managers,  pursuant  to  an  arrange- 
ment already  made  with  the  London  Committee,  will  include,  as  part  of  the 
expenses  of  the  reorganization,  the  reasonable  expenses,  obligations  and  liabilities  of 
the  London  Committee  heretofore  or  hereafter  incurred,  including  their  remuneration, 
except  the  part  thereof  payable  under  said  Agreement  of  the  London  Committee  by  any 
holders  of  Certificates  of  Deposit  who  shall  withdraw  therefrom. 

The  New  York  Committee  for  Debenture  Stock  also  has  approved  of  the  Plan 
and  at  the  suggestion  of  the  Reorganization  Managers  has  undertaken  to  terminate 
its  Agreement  and  to  take  such  action  thereunder  as  will  enable  holders  of  its  certificates 
of  deposit  to  withdraw  their  deposited  Debenture  Stock  and  to  deposit  the  same  under 
this  Plan  and  Agreement.  The  Reorganization  Managers,  pursuant  to  an  arrangement 
already  made  with  the  said  New  York  Committee,  will  accept  as  deposits  under  this 
Plan  and  Agreement,  in  lieu  of  Debenture  Stock,  the  certificates  of  deposit  therefor 
issued  by  the  Bankers  Trust  Company  as  depositary  of  said  New  York  Committee, 
when  exchangeable  for  such  Debenture  Stock ;  and  as  part  of  the  expenses  of  the 
reorganization  will  include  the  reasonable  expenses,  obligations  and  liabilities  of  the 
said  New  York  Committee,  including  their  remuneration,  except  the  part  thereof 
payable  under  said  Agreement  of  the  said  New  York  Committee  by  any  holders  of  its 
certificates  of  deposit  who  shall  not  deposit  their  certificates  of  deposit  with  the 
Reorganization  Managers  hereunder. 


The  New  York  Committee  for  Preferred  Stock  A,  Preferred  Stock  B  and  Common 
Stock  also  has  approved  of  the  Plan  and  at  the  suggestion  of  the  Reorganization 
Managers  has  undertaken  to  terminate  its  Agreement  and  to  take  such  action  there- 
under as  will  enable  holders  of  its  certificates  of  deposit  to  withdraw  their  stock 
deposited  under  said  Agreement,  and  to  deposit  the  same  under  this  Plan  and  Agree- 
ment. The  Reorganization  Managers,  pursuant  to  an  arrangement  already  made  with 
the  said  New  York  Committee,  will  accept  as  deposits  under  this  Plan  and  Agreement, 
in  lieu  of  Preferred  Stock  A,  or  Preferred  Stock  B,  or  Common  Stock,  and  upon  the 
terms  and  conditions  of  deposit  of  such  stocks,  respectively,  the  certificates  of  deposit 
issued  by  the  Guaranty  Trust  Company  of  New  York,  as  depositary  of  said  New  York  Com- 
mittee, when  exchangeable  for  such  Preferred  Stock  A,  or  Preferred  Stock  B,  or  Common 
Stock,  respectively  ;  and  as  part  of  the  expenses  of  the  reorganization  will  include  the 
reasonable  expenses,  obligations  and  liabilities  of  said  New  York  Committee,  including 
their  remuneration,  except  the  part  thereof  payable  under  said  Agreement  of  said  New 
York  Committee  by  any  holders  of  its  certificates  of  deposit  who  shall  not  deposit  their 
certificates  of  deposit  with  the  Reorganization  Managers  hereunder. 

CONDITIONS   OF  PARTICIPATION  IN  THB  PI<AN  OF  REORGANI2JATION. 

Participation  under  this  Plan  of  Reorganization  in  any  respect  whatsoever  by  any 
holders  of  Debenture  Stock,  or  by  the  holders  of  any  other  stock  of  the  Chicago 
Great  Western  Railway  Company,  is  dependent  on  the  deposit  of  the  certificates  for 
such  Debenture  Stock  or  other  stocks  with  Messrs.  J.  P.  Morgan  &  Co.,  23  Wall  Street, 
New  York,  within  the  period  limited  therefor.  The  Plan  embraces  only  the  Debenture 
Stock  and  other  stocks  so  deposited. 

No  certificate  for  any  stock  of  any  class  will  be  received  on  deposit  unless  in 
negotiable  form. 

Depositors  of  the  present  Preferred  Stock  B  must  pay  $15  in  respect  of  each  share 
of  such  Preferred  Stock  B  so  deposited,  and  will  be  entitled  to  obtain  from  the  Syndicate 
hereinafter  mentioned.  Preferred  Stock  voting  trust  certificates  of  the  New  Company 
when  issued,  equal  at  par  to  such  payment,  and  also  Common  Stock  voting  trust 
certificates  of  the  New  Company,  when  issued,  to  an  aggregate  amount  at  par  equal  to 
60  per  cent,  of  the  par  value  of  their  present  Preferred  Stock  B  so  deposited. 

Depositors  of  the  present  Common  Stock  must  pay  $15  in  respect  of  each  share 
of  such  Common  Stock  so  deposited  and  will  be  entitled  to  obtain  from  the  Syndicate, 
hereinafter  mentioned,  Preferred  Stock  voting  trust  certificates  of  the  New  Company, 
when  issued,  equal  at  par  to  such  payment,  and  also  Common  Stock  voting  trust  certifi- 
cates of  the  New  Company,  when  issued,  to  an  aggregate  amount  at  par  equal  to  40  per 
cent,  of  the  par  value  of  their  present  Common  Stock  so  deposited ;  i.  e.,  a  deposit  of 

100  shares  of  Preferred  Stock  B,  and  payment  of  $1,500  in  money,  will  entitle 
the  Depositor  to  voting  trust  certificates  for  15  shares  of  Preferred  Stock 
and  for  60  shares  of  Common  Stock  of  the  New  Company  ; 


loo  shares  of  Common  Stock,  and  payment  of  $1,500  in  money,  will  entitle  the 
Depositor  to  voting  trust  certificates  for  15  shares  of  Preferred  Stock  and 
for  40  shares  of  Common  Stock  of  the  New  Company. 

These  payments  must  be  made  at  the  oflSce  of  J.  P.  Morgan  &  Co.,  New  York, 
in  three  installments,  to  be  at  least  thirty  days  apart,  when  and  as  called  for  by  adver- 
tisement in  each  instance  at  least  twice  a  week  for  two  weeks  in  two  of  the  daily 
newspapers  of  general  circulation  published  in  the  City  of  New  York. 

All  payments  must  be  receipted  for  by  the  Reorganization  Managers  on  the 
Certificates  of  Deposit. 

In  case  of  failure  to  pay  any  installment  on  or  before  the  date  specified  in  such 
a'dvertisement  all  rights  of  the  Depositor  in  the  deposited  stock  and  in  respect  of  any 
installment  theretofore  paid  ipso  facto  will  pass  to  and  will  vest  in  the  Reorganization 
Managers  and  in  the  Syndicate,  and  any  and  all  rights  of  the  Depositor  to  further 
participation  forthwith  will  cease  and  determine. 

Debenture  Stock  and  Preferred  Stock  A  are  to  be  received  without  payment,  as 
stated  in  the  Plan. 

Under  this  Plan  and  Agreement,  all  references  to  slock  of  the  New  Company 
to  be  delivered  to  depositors  or  to  the  Syndicate,  shall  be  understood  to  mean  voting 
trust  certificates  in  respect  of  such  stock. 

Pending  their  use  for  reorganization  purposes,  any  stocks  or  securities  deposited 
hereunder  or  acquired  by  the  Reorganization  Managers  may  be  delivered  by  them  to 
one  or  more  trust  companies,  to  be  held  subject  to  the  order  and  control  of  the  Reorgani- 
zation Managers. 

All  securities  so  deposited  under  the  Plan  or  so  acquired  are  to  be  kept  alive  so 
long  as  deemed  necessary  for  the  purpose  of  the  reorganization  or  otherwise. 


PLAN  OF  REORGANIZATION. 


NKW  COMPANY. 

A  new  Company  will  be  formed  under  the  laws  of  Illinois  or  some  other  state,  to 
purchase  at  or  after  j  udicial  sale  the  property  of  the  existing  Company,  including  the 
stocks  of  the  subsidiary  companies. 

NBW  STOCKS  AND  BONDS. 

The  new  Company  is  to  authorize  the  following  securities : 

(i)  First  Mortgage  Fifty-Year  Four  Per  Cent.  Gold  Bonds,  to  bear  interest 
from  September  i,  1909. 

According  to  its  terms,  to  be  prescribed  by  the  Reorganization  Managers,  the 
mortgage  is  to  embrace  all  the  right,  title  and  interest  of  the  new  Company  in  and  to 
the  railway  properties  and  securities  vested  in  it  through  the  reorganization,  and  also 
all  other  properties  which  hereafter  shall  be  acquired  by  the  New  Company  by  the  use 
of  any  of  these  bonds. 

{a)  Such  bonds  to  the  aggregate  amount  of  $28,000,000  shall  be  issuable  upon 
or  presently  after  the  completion  of  reorganization,  for  the  purposes  thereof,  as  stated 
in  this  Plan. 

{b)  Additional  bonds  secured  by  said  mortgage  to  such  further  aggregate  amount 
as  shall  be  determined  by  the  Reorganization  Managers,  shall  be  reserved  exclusively 
for  the  purposes  of  dealing  with  or  of  acquiring  the  First  Mortgage  Bonds  hereinbefore 
mentioned  of  the  Mason  City  &  Fort  Dodge  Railroad  Company  and  of  the  Wisconsin, 
Minnesota  &  Pacific  Railroad  Company,  such  acquisition  to  be  made  upon  such  terms 
and  conditions  as  from  time  to  time  shall  be  deemed  proper  by  the  Reorganization 
Managers  or  by  the  Board  of  Directors  of  the  new  Company,  under  the  provisions  of 
the  mortgage. 

[c)  Additional  bonds  secured  by  said  mortgage  to  such  further  amount  as 
shall  be  determined  by  the  Reorganization  Managers  shall  be  reserved  to  be  issued 
from  time  to  time  in  accordance  with  specific  provisions  and  carefully  guarded  restric- 
tions to  be  inserted  in  the  mortgage,  for  the  acquisition  or  construction  of  new 
property,  and  for  betterments  and  equipment  of  the  New  Company's  system  of  lines 
included  in  the  mortgage. 

(2)  Four  Per  Cent.  Preferred  Stock  to  an  aggregate  amount  of  $^0,000,000,  of 
which  $41,021,402  is  to  be  used  for  the  purposes  of  this  Plan,  and  the  remainder  is  to 
be  used  as  from  time  to  time  shall  be  determined  by  the  Reorganization  Managers  or 
by  the  Board  of  Directors  of  the  New  Company. 


In  each  fiscal  year  until  June  30,  1914,  the  holders  of  the  Preferred  Stock 
shall  be  entitled  to  non-cumulative  dividends  at  the  rate  of  four  (4)  per  cent,  per 
annum ;  and  unless  and  until  such  dividends  from  time  to  time  shall  have  been  declared, 
and  the  amount  thereof  paid  or  set  aside  for  payment,  no  dividend  shall  be  declared 
in  such  fiscal  year  on  any  other  stock  of  the  Company.  In  and  for  each  and  every 
fiscal  year  after  June  30,  1914,  the  holders  of  the  Preferred  Stock  shall  be  entitled 
to  cumulative  dividends  at  the  rate  of  four  (4)  per  cent,  per  annum  before  any  dividend 
shall  be  declared  on  any  other  stock  of  the  Company. 

In  no  fiscal  year  after  June  30,  1914,  shall  any  dividend  be  declared  on  any 
other  stock  unless  or  until  the  full  cumulative  dividends  upon  the  Preferred  Stock 
at  the  rate  of  four  per  cent,  per  annum,  for  such  year  and  for  all  years  prior  thereto, 
but  after  June  30,  19 14,  shall  have  been  declared  and  the  amount  thereof  paid  or  set 
aside  for  payment.  No  dividend  upon  any  stock  other  than  the  Preferred  Stock  shall 
be  declared  or  be  paid  at  any  time  out  of  the  net  profits  of  any  fiscal  year  preceding 
July  I,  1914,  in  which  full  dividends  upon  the  Preferred  Stock  at  the  rate  of  four  per 
cent,  per  annum  shall  not  have  been  declared  and  paid  or  provided  for. 

No  dividend  shall  be  payable  on  any  stock  except  from  undivided  net  profits 
of  the  Company,  as  and  when  determined  by  the  Board  of  Directors,  nor  unless 
or  until  the  Board  shall  declare  dividends  therefrom ;  and  no  dividend  shall  be  payable 
on  the  Preferred  Stock  except  as  and  to  the  amount  herein  provided. 

In  case  of  the  dissolution  or  liquidation  of  the  Company  the  holders  of  the 
Preferred  Stock  shall  be  entitled  to  receive  out  of  the  assets  of  the  Company  the  par 
amount  of  their  stock,  and  any  accrued  and  unpaid  dividends  for  any  fiscal  year 
or  years  after  June  30,  1914,  before  any  payment  shall  be  made  upon  any  other 
stock  of  the  Company,  but  they  shall  not  otherwise  participate  in  any  assets  or  proceeds 
of  liquidation. 

The  Common  Stock  shall  be  subject  to  the  foregoing  rights  and  preferences  of 
the  holders  of  the  Preferred  Stock  at  any  time  outstanding. 

If  and  when  permitted  by  law,  the  new  Company  shall  have  the  right  at  its 
option  at  any  time  to  redeem  and  cancel  its  Preferred  Stock,  by  payment  to  the  holders 
of  such  stock  of  the  par  amount  thereof,  and  any  accrued  and  unpaid  dividends  for  any 
fiscal  year  or  years  after  June  30,  1914. 

(3)  Common  Stock  to  an  aggregate  amount  of  $46,000,000,  of  which  $45,245,613 
is  to  be  used  for  the  purposes  of  this  Plan,  and  the  remainder  is  to  be  used  as  from  time 
to  time  shall  be  determined  by  the  Reorganization  Managers  or  by  the  Board  of 
Directors  of  the  New  Company. 

APPI^ICATION  OF  BONDS  AND  STOCKS  IN  REJORGANI^ATION. 

As  consideration  for  the  cash  to  be  furnished  for  the  purposes  of  the  Plan,  and 
for  the  property  and  securities  to  be  conveyed  or  delivered  to  the  new  Company,  or 
which  pursuant  to  the  Plan  the  new  Company  shall  acquire,  it  is  contemplated  that  the 


8 


New  Company  shall  deliver  its  bonds  and  stocks,  excepting  the  bonds  to  be  reserved  to 
take  up  such  of  the  existing  securities  as  are  not  disturbed,  and  such  final  amounts  of 
bonds  as  shall  be  reserved  for  the  future  use  of  the  new  Company. 

Thus  provision    will  be    made    for    requisite    deliveries    of  the  new  securities 
to  depositors  and  subscribers  under  the  Plan. 

Bonds. 


For    Syndicate   purchasing 

for  $24,892,274  cash,  -     $18,500,000 

For  Debenture  Stock  de- 
positors       -         .         _ 

For  Preferred  Stock  A  de- 
positors .  _  - 
Total,  - 


Preferred  Stock 

Voting-Trust 

Certificates. 


Common  Stock 

Voting-Trust 

Certificates. 


$10,136,604 
30,884,798 


$31,641,333 


13,604,280 


-   $18,500,000     $41,021,402     $45,245,613 

BASIS   OF  PARTICIPATION  AND  SYNDICATE   OFFlSR. 

The  basis  of  participation  of  Debenture  Stock  and  Preferred  Stock  A,  and  the  offer 
made  by  the  Syndicate  to  depositors  of  Preferred  Stock  B  and  of  Common  Stock,  are  as 
follows : 


Participating 

Stocks. 

Preferred  Stock  Voting- 
Trust  Certificates  of 
New  Company. 

Common  Stock  Voting-Trust 

Certificates  of  New 

Company. 

Class 

Amount 

Per  Cent. 

Amount. 

Per  Cent. 

Amount. 

Debenture 

$28,077,089 
11,336,900 
23,051,942 

44,525,420 

1 10 

15 
15 

$30,884,798 

3,457,791 
6,678,813 

120 
60 

40 

Preferred  A 

*Pref erred  B                I.. 

(Upon  payment  of  $15  per  share)  j 

fCommon              "      I . . 

(Upou  payment  of  $15  per  share)  j 

$13,604,280 
13,831,165 

17,810,168 

$106,991,351 

$41,021,402 

$45,245,613 

EARNINGS  AND  FIXED  CHARGES. 

The  purpose  of  the  Plan  is  to  effectuate  a  reorganization  of  the  property,  under 
which  (/)  the  fixed  charges  of  the  Company  may  be  brought  safely  within  the  limits  of  its 
probable  earnings,  and  {2)  ample  provision  may  be  made  for  future  capital  requirements. 

In  order  to  ascertain  as  accurately  as  practicable  the  requirements  of  the  property 
and  its  reasonable  expectation  of  earnings,  careful  investigation  and  report  has  been 
made  by  Mr.  H.  G.  Burt,  formerly  President  of  the  Union  Pacific  Railroad  Company, 
who  is  now  one  of  the  Receivers  of  the  Chicago  Great  Western  Railway  property,  and 
actively  engaged  in  its  operation.  Mr.  Samuel  M.  Felton,  late  President  of  the  Chicago 
and  Alton  Railroad  Company,  also  has  made  a  careful  examination  of  the  property  and 


*Each  100  shares  of  Preferred  Stock  B  pay  $1,500  in  money  and  receive  on  reorganization  voting  trust  certifi- 
cates in  respect  of  15  shares  of  new  Preferred  Stock  and  of  60  shares  of  new  Common  Stock. 

t  Each  100  shares  of  Common  Stock  pay  |i,50O  in  money  and  receive  on  reorganization  voting  trust 
certificates  in  respect  of  15  shares  of  new  Preferred  Stock  and  of  40  shares  of  new  Common  Stock. 


has  prepared  a  full  report  thereon.  A  copy  of  each  of  these  reports  is  on  file  with  the 
Reorganization  Managers  at  their  New  York  oflSce,  with  Messrs.  J.  S.  Morgan  &  Co., 
22  Old  Broad  Street,  London,  and  with  the  London  and  New  York  Committees,  and  is 
open  to  the  inspection  of  any  intending  depositor  under  the  Plan. 

Under  the  proposed  Plan,  the  fixed  charges  of  the  new  Company,  including 
rentals  and  interest  on  the  $28,000,000  of  four  per  cent,  mortgage  bonds  which  it  is 
contemplated  may  be  issued  for  the  purposes  of  the  Plan  (but  not  including  interest  on 
bonds  of  subsidiary  companies),  will  amount  to  about  $1,980  per  mile  on  the  818  miles 
operated  by  the  Chicago  Great  Western  Railway  proper.  Of  these  $28,000,000  bonds, 
it  is  proposed  at  present  to  sell  $18,500,000,  the  balance  to  be  sold  only  as  the  proceeds 
may  be  required  for  additions  and  betterments  to  the  property.  As  it  will  take  probably 
from  two  to  three  years  to  make  the  improvements  suggested  in  the  reports  of  Mr.  Burt 
and  Mr.  Felton,  the  full  fixed  charge  will  accrue  not  immediately,  but  only  as  the 
improvements  and  additions  to  the  property  shall  be  actually  completed  with  expected 
corresponding  increase  of  the  earning  power  of  the  property. 

The  annual  reports  of  the  Company  for  the  fiscal  years  of  1906  and   1907  state 

the  mileage  earnings  for  the  818  miles  for  those  years  as  follows : 

Gross  Earnings.  Net  Earnings. 

Year.  Per  Mile.  Per  Mile. 

1906, $10,202  $2,826 

1907, 10,830  2,517 

From  these  figures  it  would  appear  that  under  reasonably  normal  conditions  of 
business  the  new  Company  can  earn  the  proposed  fixed  charges  even  without  allowing 
for  the  substantial  increase  in  earnings  anticipated  by  the  reports  of  Mr.  Burt  and 
Mr.  Felton  to  result  by  reason  of  the  proposed  additions  and  improvements. 

The  year  1908  is  not  taken  as  a  basis,  because  the  abnormal  business  conditions 
which,  then  prevailed  in  the  United  States,  affected  very  unfavorably  the  results  of  the 
Company's  operations,  in  common  with  those  of  other  railroad  companies  and  such  results 
could  not  fairly  be  taken  as  a  basis  of  estimates  for  future  years. 

Mr.  Burt  in  his  report  states  that  it  may  be  reasonably  anticipated  that  upon 
completion  of  the  expenditures  which  he  thinks  could  be  made  advantageously  upon  the 
property,  the  net  earnings  of  the  system  should  reach  $4,268,000  and  that  within  a 
year  or  two,  after  the  improvements  are  in  full  operation,  they  should  approach 
$5,000,000.     Mr.  Felton  anticipates  results  even  more  favorable. 

Upon  consummation  of  the  reorganization  as  now  proposed  and  after  all  the 
$28,000,000  of  four  per  cent,  mortgage  bonds  now  proposed  to  be  issued,  are  out- 
standing, the  total  fixed  charges  for  rentals  and  interest,  including  interest  on  the 
bonds  of  the  subsidiary  companies,  would  approximate  $2,399,280.  On  the  basis  of 
probable  earnings  stated  by  Mr.  Burt  and  Mr.  Felton  there  would  remain  a  substantial 
margin  of  net  earnings  above  all  charges. 

In  order  to  place  the  Company  upon  an  equal  footing  with  its  competitors  for 
economical   operation,    Mr.    Burt   and    Mr.    Felton    advise    the    expenditure   of    from 


lO 

$15,000,000  to  |i8,ooo,ooo  within  the  next  three  years.  Of  this  amount  it  is  proposed  at 
once  to  provide  approximately  $10,000,000  out  of  the  proceeds  of  the  securities  to  be  sold 
to  a  Syndicate,  as  herein  stated.  The  balance  would  be  provided  by  sale  of  the  new  mort- 
gage bonds,  as  funds  are  required,  up  to  the  amount  of  $28,000,000  of  such  bonds  as 
already  stated.  Specific  provisions  will  be  made  in  the  new  mortgage  for  the  issuance  of 
further  bonds  under  carefully  guarded  restrictions  as  the  same  may  be  required  for  future 
betterments,  equipment  and  additions  to  the  property.  Adequate  capital  resources  will 
thus  be  provided. 

FINANCIAI,. 

A  Syndicate  will  be  formed  by  the  Reorganization  Managers,  as  Bankers,  under 
an  agreement  of  which  the  form,  showing  all  its  terms,  is  on  file  and  open  to  inspection 
at  the  oflBce  of  J.  P.  Morgan  &  Co.,  who  will  obtain  the  subscriptions  thereto.  The  firm 
of  J.  P.  Morgan  &  Co.,  as  well  as  members  of  the  Committees  hereinbefore  mentioned, 
will  be  subscribers  to  such  agreement  and  participants  in  the  Syndicate,  and  in  respect 
of  such  subscriptions  all  will  be  entitled  to  the  same  rights  and  benefits  as  any  other 
subscriber. 

Under  this  Agreement,  the  Syndicate  is  to  purchase  from  the  Reorganization 
Managers  the  following  securities  of  the  new  Company: 

$18,500,000  of  the  First  Mortgage  Fifty-Year  Four  Per  Cent.  Gold  Bonds; 
10,136,604  of  the  Preferred  Stock  voting  trust  certificates;  and 
31,641,333  of  the  Common  Stock  voting  trust  certificates; 

and  is  to  pa}-  therefor  the  aggregate  net  price  of  $24,892,274  in  cash,  together  with 
any  interest  accrued  upon  the  bonds  when  delivered. 

The  Syndicate  will  undertake  to  sell  voting  trust  certificates  in  respect  of  shares 
of  such  Preferred  Stock  and  of  such  Common  Stock  to  depositors  of  Preferred  Stock  B 
and  Common  Stock  of  the  present  Company,  at  the  rates  hereinbefore  specified 
respectively.  Thus  the  requisite  deliveries  to  such  purchasing  depositors  iinder  the 
Plan  will  be  provided  for. 

The  cash  requirements  of  the  property  for  the  purposes  of  the  reorganization, 
the  payment  of  outstanding  debts  (other  than  the  mortgage  bonds  of  the  subsidiary  com- 
panies), and  for  provision  for  betterments,  improvements  and  equipment,  are  as  follows : 

Notes  and   other  obligations,  with  unpaid  interest  accrued  and  to 

accrue,  and  expenses  of  receivership  and  reorganization,  say,     $15,000,000 

Cost  of  rehabilitation,  additional  terminals,  additional  locomotive 
terminals  and  shops,  additional  equipment,  etc.,  immediately 
to  be  provided,  say,         ........       9,892,274 

Total  to  be  provided,  say, $24,892,274 

The  compensation  of  J.  P.  Morgan  &  Co.  for  their  services  as  Reorganization 
Managers  hereunder  is  fixed  at  $500,000  (included  in  above  item  of  $15,000,000) 
exclusive  of  their  interest  as  participants  in  the  Syndicate  and  of  their  expenses. 


II 

VOTING   TRUST. 

All  stock  of  the  new  Company  (except  such  number  of  shares  as  may  be  neces- 
sary to  qualify  directors)  shall,  for  the  period  of  five  years  after  the  organization  of 
the  New  Company,  be  vested  in  Messrs.  J.  Pierpont  Morgan,  George  F.  Baker  and  Robert 
Fleming,  as  Voting  Trustees,  with  power  to  fill  vacancies  and  all  other  powers  to  be 
stated  in  the  Voting  Trust  Agreement  whose  terms  will  be  prescribed  by  the  Reorgani- 
zation Managers. 

Such  Voting  Trust  Agreement  shall  provide  that  upon  the  written  request  of 
the  persons  then  registered  as  holders  of  voting-trust  certificates  in  respect  of  a  majority 
of  all  the  Preferred  Stock  then  held  by  the  Voting  Trustees  and  in  respect  of  Common 
Stock  to  an  amount  sufficient,  with  such  majority  of  such  Preferred  Stock,  to  constitute 
a  majority  of  all  the  stock,  preferred  and  common,  then  held  by  such  Voting 
Trustees,  the  Voting  Trust  shall  be  terminated  and  the  stocks  then  held  by  the  Voting 
Trustees  shall  be  delivered  to  the  holders  of  the  voting-trust  certificates  issued  in 
respect  thereof  upon  surrender  of  such  voting-trust  certificates.  For  the  purposes  of 
this  provision,  no  voting-trust  certificates  held  by  or  for  the  benefit  of  the  new  Company 
shall  be  counted.  During  the  continuance  of  the  Voting  Trust,  the  directors  of  the 
new  Company  shall  be  elected  annually  each  for  the  term  of  one  year. 

Under  this  Plan  and  Agreement  all  references  to  stock  of  the  new  Company  to 
be  delivered  to  depositors  or  to  the  Syndicate,  shall  be  understood  to  mean  voting-trust 
certificates  in  respect  of  such  stock. 

RESTRICTIONS  AS  TO   ADDITIONAI,  MORTGAGE  DEBT 
AND  PREFERRED  STOCK. 

Provision  is  to  be  made  that  no  mortgage,  other  than  that  mentioned  in  the  Plan 
shall  be  placed  upon  the  property  to  be  acquired  hereunder  nor  shall  the  amount  of 
the  Preferred  Stock  authorized  under  this  Plan  be  increased,  except  in  each  instance 
after  obtaining  the  consent,  in  writing,  of  the  holders  of  a  majority  of  the  whole  amount 
of  the  Preferred  Stock  at  the  time  outstanding,  or  the  consent  of  the  holders  of  a  majority 
of  the  amount  of  such  Preferred  Stock  represented  and  voting  at  a  meeting  of  stock- 
holders called  pursuant  to  notice  indicating  that  the  subject  is  to  be  voted  upon. 

Provision  will  be  made  so  that  during  the  continuance  of  the  voting  trust,  the 
consent  in  writing  of  holders  of  like  amounts  of  voting  trust  certificates  for  Preferred 
Stock  shall  likewise  be  necessary  for  the  purposes  indicated. 


New  York,  June  i,  1909. 


12 

REORGANIZATION   AGREEMENT. 


^n  fil^tCCmCllt,  made  this  first  day  of  June,  1909,  between 

J.  P.  Morgan  &  Co.  (a  copartnership,  hereinafter  called  the  "  Reorganization 
Managers"),  parties  of  the  first  part,  and 

All  Such  Holders  of  Four  Per  Cent.  Debenture  Stock,  of  Five  Per  Cent. 
Preferred  Stock  A,  of  Four  Per  Cent.  Preferred  Stock  B,  or  of  Common  Stock  of 
Chicago  Great  Western  Railway  Company  (hereinafter  called  "Railway  Company"),  as 
shall  become  parties  to  this  agreement,  parties  of  the  second  part. 

It  is  agreed  mutually  by  and  between  the  respective  parties  hereto  as  follows: 

First.  A  printed  copy  of  this  Agreement,  signed  by  the  Reorganization  Managers, 
shall  be  lodged  with  J.  P.  Morgan  &  Co.,  New  York.  The  foregoing  Plan  is,  and  shall 
be  taken  to  be,  a  part  of  this  Agreement,  with  the  same  efFect  as  though  each  and  every 
provision  thereof  had  been  embodied  herein,  and  said  Plan  and  this  Agreement  shall  be 
read  as  parts  of  one  and  the  same  paper;  but  no  estimate,  statement,  explanation  or 
suggestion  contained  in  the  said  Plan  or  this  Agreement,  or  in  any  circular  issued,  or 
which  may  hereafter  be  issued,  is  intended,  or  is  to  be  accepted,  as  a  representation  or 
warranty,  or  as  a  condition  of  deposit  or  assent  under  the  Plan  and  Agreement,  and  no 
defect  or  error  shall  release  any  deposit  under  the  Plan  and  Agreement,  or  affect  or 
release  any  assent  thereto,  except  by  written  consent  of  the  Reorganization  Managers. 

Participation  in  the  Plan  in  any  respect  whatsoever  by  holders  of  Debenture 
Stock,  or  of  Preferred  Stock  A,  or  of  Preferred  Stock  B,  or  of  Common  Stock,  of 
the  Railway  Company,  is  dependent  on  the  deposit  of  the  certificates  for  such  stocks, 
respectively,  with  the  Reorganization  Managers  within  the  period  by  them  limited 
therefor,  and  no  stocks  not  so  deposited  will  be  embraced  in  the  Plan. 

The  holders  of  Certificates  of  Deposit  hereunder  in  respect  of  Debenture  Stock, 
and  the  holders  of  Certificates  of  Deposit  hereunder  in  respect  of  Preferred  Stock  A, 
are  hereinafter  called  "  Depositors." 

The  holders  of  Certificates  of  Deposit  hereunder  in  respect  of  Preferred  Stock  B 
and  of  Common  Stock,  all  are  hereinafter  called  "  Purchasing  Depositors." 

The  term  "securities"  whenever  employed  herein  indicates  and  includes  stocks 
as  well  as  bonds  or  other  obligations. 

In  respect  of  all  such  deposited  Debenture  Stock  and  of  all  such  deposited 
Preferred  Stock  A,  the  holders  of  Certificates  of  Deposit,  upon  surrender  of  such  receipts 
or  certificates,  shall  be  entitled,  upon  completion  of  the  reorganization,  to  receive  voting 
trust  certificates  in  respect  of  capital  stock  of  the  new  Company  of  the  amounts  and  class, 
respectively,  specified  in  the  said  Plan, 

In  respect  of  all  such  deposited  Preferred  Stock  B,  and  of  all  such  deposited  Com- 
mon Stock,  the  holders  of  Certificates   of  Deposit  thereof,  upon  compliance  with  all 


^3 

of  the  conditions  of  the  Plan  and  Agreement,  shall  be  entitled  to  purchase,  and,  upon  com- 
pletion of  the  reorganization,  to  receive  voting  trust  certificates  in  respect  of  capital  stock 
of  the  new  Company  upon  the  terms,  to  the  extent  and  within  the  periods  prescribed  in 
or  under  the  Plan  and  Agreement. 

All  Depositors  and  all  Purchasing  Depositors,  respectively,  in  all  cases  must 
deposit  their  certificates  for  stock,  with  such  transfers,  assignments  and  powers  of 
attorney  as  may  be  required  by  the  Reorganization  Managers  in  order  to  vest  in  them, 
and  to  enable  them  to  transfer,  the  complete  and  absolute  title  to  such  stocks;  and  the 
Depositors  and  Purchasing  Depositors  respectively  agree  at  any  time,  on  demand  of  the 
Reorganization  Managers,  to  execute  any  and  all  other  transfers,  assignments  or  writings 
required  for  vesting  the  complete  ownership  of  the  bonds  and  stocks  deposited  here- 
under in  the  Reorganization  Managers,  or  their  nominees. 

All  Depositors  and  all  Purchasing  Depositors  shall  be  entitled  to  receive 
certificates  of  deposit  hereunder  in  form  to  be  prescribed  by  the  Reorganization 
Managers,  specifying  the  respective  stocks  deposited  hereunder. 

The  holders  of  Certificates  of  Deposit  hereunder  shall  be  entitled  (subject  to  any 
provisions  or  conditions  contained  in  such  certificates)  to  the  rights  and  benefits,  and  only 
to  the  rights  and  benefits,  specified  in  the  Plan  and  Agreement  as  accruing  to  the 
Depositors  or  Purchasing  Depositors  holders  of  stocks  of  the  class  represented  by  such 
Certificates  of  Deposit  respectively,  or  granted  by  the  Reorganization  Managers  pur- 
suant to  the  powers  conferred  upon  them ;  and  thereafter  the  holder  of  any  such 
certificate,  or  of  any  certificate  issued  in  lieu  thereof,  or  in  exchange  therefor,  shall 
be  subject  to  the  Plan  and  Agreement,  and  shall  be  entitled  to  have  and  to  exercise 
the  rights  of  the  original  Depositor  or  Purchasing  Depositor  tinder  the  certificate 
issued  to  him  in  respect  of  the  securities  therein  mentioned. 

Such  Certificates  of  Deposit,  and  the  interests  represented  thereby,  shall  be 
transferable  but  only  subject  to  the  terms  and  conditions  of  the  Plan  and  Agreement, 
and  in  such  manner  as  the  Reorganization  Managers  shall  approve ;  and,  upon  such 
transfer,  all  rights  of  the  Depositor  or  Purchasing  Depositor  in  respect  of  the  deposited 
stock  represented  by  such  certificates,  together  with  all  installments  paid  by  the 
Purchasing  Depositors  of  such  stock,  or  their  transferees,  and  all  rights  under  the 
Certificates  of  Deposit  transferred,  shall  pass  to  the  transferee ;  and  the  transferees  and 
holders  of  such  Certificates  of  Deposit  shall  for  all  purposes  be  substituted  in  place 
of  the  prior  holders,  subject  to  this  Agreement.  All  such  transferees,  as  well  as 
the  original  holders  of  Certificates  of  Deposit,  shall  be  embraced  under  the  terra 
"  Depositors  "  or  "  Purchasing  Depositors,"  whenever  used  herein.  Each  Certificate  of 
Deposit  may  be  treated  by  the  Reorganization  Managers  as  a  negotiable  instrument, 
and  the  holder  for  the  time  being  may  be  deemed  to  be  the  absolute  owner  thereof,  and 
of  all  rights  of  the  original  Depositor  or  Purchasing  Depositors  of  the  stock  in  respect 
of  which  the  same  was  issued,  and  the  Reorganization  Managers  shall  not  be  affected 
by  any  notice  to  the  contrary.     By  accepting  any  such  certificate,  every  recipient  or 


14 

holder  thereof  shall  become  thereby  party  to  the  Plan  and  Agreement  with  the  same 
force  and  effect  as  though  an  actual  subscriber  hereto.  The  term  "  Depositor,"  as 
well  as  the  term  "  Purchasing  Depositor,"  whenever  used  herein,  is  intended,  and  shall 
be  construed,  to  include  not  only  persons  acting  in  their  own  right,  but  also  trustees, 
guardians,  committees,  agents  and  all  persons  acting  in  a  representative  or  fiduciary 
capacity,  and  those  represented  by  or  claiming  under  them,  and  partnerships,  associa- 
tions, joint-stock  companies  and  corporations.  No  rights  hereunder  shall  accrue  in 
respect  of  any  securities  hereinbefore  mentioned  unless,  nor  until,  the  same  shall  have 
been  subjected  to  the  control  of  the  Reorganization  Managers,  and  to  the  operation  of 
the  Plan  and  Agreement  as  herein  provided. 

The  Reorganization  Managers  shall  receive  the  deposited  stocks,  and  may 
deliver  the  same  to  any  trust  company  in  the  city  of  New  York,  which  shall  hold  the 
same  as  a  depositary  subject  to  the  order  and  control  of  the  Reorganization  Managers. 

In  their  discretion,  the  Reorganization  Managers  may  fix,  or  may  limit,  any 
period  or  periods  within  which  holders  of  stock,  or  of  any  class  thereof,  may  deposit 
their  securities,  and  within  which  they  may  become  parties  to  the  Plan  and  Agreement, 
and  (subject  to  the  provisions  in  that  behalf  stated  in  the  Plan)  the  periods  within 
which  must  be  paid  the  installments  of  cash  payable  by  depositing  holders  of  Preferred 
Stock  B  and  Common  Stock  as  consideration  for  voting  trust  certificates  in  respect 
of  Preferred  Stock  and  Common  Stock  of  the  new  Company ;  and,  in  their  discretion, 
either  generally  or  in  special  instances,  and  on  such  terms  and  conditions  as  they 
may  see  fit,  they  may  extend  or  may  renew  any  period  or  periods  so  fixed  or  limited. 

Holders  of  securities  not  deposited  within  the  periods  respectively  fixed  or 
limited  therefor  will  not  be  entitled  to  deposit  the  same,  or  to  become  parties  to  this 
Agreement,  or  to  share  in  the  benefits  hereof,  and  shall  acquire  no  rights  hereunder, 
except  upon  obtaining  the  express  consent  of  the  Reorganization  Managers,  who  in 
their  absolute  discretion,  and  upon  such  terms  and  conditions  as  they  may  see  fit,  may 
withhold,  or  may  give,  such  consent. 

The  several  installments  of  cash,  payable  by  Purchasing  Depositors  as  provided 
in  the  Plan  and  Agi-eement,  must  be  paid  to  the  Reorganization  Managers  for  account 
of  the  Syndicate,  and  must  be  receipted  for  by  them  on  the  respective  Certificates  of 
Deposit  issued  for  such  stock.  The  moneys  payable  by  the  Syndicate  under  the  Plan 
may  be  used,  at  any  time,  by  the  Reorganization  Managers  for  any  of  the  purposes  of 
the  Plan  and  Agreement. 

The  Purchasing  Depositors  agree  that  prompt  payment  of  the  several  install- 
ments of  cash  payable  by  them  respectively  on  the  terms  of  the  Plan  and  Agree- 
ment is  an  essential  condition  to  their  acquisition  of  voting  trust  certificates  for  stock 
of  the  new  Company  by  purchase  from  the  Syndicate  or  otherwise  under  the  Plan  and 
Agreement;  and  that  any  Purchasing  Depositor  who  shall  fail  to  make  prompt 
payment  of  any  installment  of  cash  payable  as  provided  in  the  Plan,  within  any 
periods  fixed  or  limited  by  the  Reorganization  Managers  for  such  payment,  forth- 


IS 

with  and  without  further  or  other  notice  or  action  shall  cease  to  have  any  rights, 
or  to  be  entitled  to  any  benefits  hereunder;  and  in  every  such  case  the  deposited 
Preferred  Stock  B  and  Common  Stock  shall  be  retained  and  used  by  the  Reorganization 
Managers  for  the  purpose  of  carrying  out  the  Plan,  and  unless  so  used  or  otherwise 
disposed  of,  the  ownership  thereof  shall  vest  in  the  new  Company  when  organized,  and 
any  cash  paid  as  above  provided  prior  to  the  date  of  such  default,  shall  belong  to  and 
be  held  or  applied  for  account  of  the  Syndicate.  No  such  defaulting  Purchasing 
Depositor  shall  be  entitled  to  the  return  of  such  stock  or  the  repayment  of  such  cash, 
or  to  have  any  further  interest  or  rights  in  respect  thereof.  However,  in  their  discretion, 
the  Reorganization  Managers,  may  waive  any  such  default,  and  may  accept  payment  of 
overdue  installments  due  from  any  Purchasing  Depositor,  at  any  time  before  final 
settlement  of  accounts  with  the  Syndicate ;  also  they  may  waive  and  may  remit  any 
penalty  prescribed  either  in  the  Plan  or  in  pursuance  thereof. 

Also,  whenever  and  upon  such  terms  as  they  shall  deem  proper  from  time  to 
time,  they  may  accept  from  any  Depositor  the  surrender  of  any  Certificate  of  Deposit 
issued  hereunder,  and  upon  receipt  thereof  and  in  exchange  therefor  they  may  surrender 
and  deliver  securities  of  the  class  and  to  the  amount  therein  stated. 

In  their  discretion,  for  the  purpose  of  carrying  out  the  Plan  and  Agreement,  the 
Reorganization  Managers  may  call  in  for  deposit  any  of  the  bonds  of  any  or  all  of  the  sub- 
sidiary companies  mentioned  in  the  Plan,  and  may  cause  any  mortgage  securing  the  same 
to  be  foreclosed,  and  may  cause  to  be  issued  in  exchange  for  such  bonds  other  similar 
bonds  having  similar  security,  or  the  bonds  of  the  new  Company  mentioned  in  the  Plan. 

Second.  The  Depositors  and  the  Purchasing  Depositors  hereby  irrevocably 
request  the  Reorganization  Managers  to  endeavor  to  carry  into  practical  operation  the 
Plan  and  Agreement,  in  its  entirety  or  in  part,  to  such  extent,  and  in  such  manner,  and 
with  such  additions,  exceptions  and  modifications,  as  the  Reorganization  Managers  shall 
deem  to  be  for  the  best  interests  of  the  Depositors  and  Purchasing  Depositors.  Each 
and  every  Depositor  and  Purchasing  Depositor,  for  himself,  and  not  for  any  other,  does 
hereby  sell,  assign,  transfer  and  set  over  to  the  Reorganization  Managers  as  copartners, 
and  to  the  survivors  and  survivor  of  them,  and  to  their  successors,  each  and  every 
share  of  stock  and  the  certificates  therefor  deposited  hereunder;  and  every  Depositor  and 
Purchasing  Depositor  hereby  agrees  that  the  Reorganization  Managers  shall  be,  and 
hereby  they  are,  vested  with  all  the  rights  and  powers  of  owners  of  the  stock  deposited 
hereunder,  and  of  any  claims  against  or  obligations  of  the  Railway  Company,  acquired  by 
the  Reorganization  Managers  in  carrying  out  the  Plan,  including  the  right  to  transfer  the 
same  into  their  own  name,  as  a  copartnership  and  as  Reorganization  Managers,  or  into  the 
name  of  any  other  person  or  persons  whom  they  may  select ;  and  (without  limiting  the  fore- 
going provision)  it  is  hereby  declared  that  the  Reorganization  Managers  shall  be  fully 
authorized  to  vote  thereon  at  any  meeting  of  stockholders  or  creditors ;  to  use  every  such 
stock,  bond,  certificate,  receipt,  security  or  obligation  as  fully  a,nd  to  the  same  extent  as 


i6 

the  owner  or  holder  thereof;  to  declare  due  the  principal  of  any  bond  or  other  obligation 
acquired  as  aforesaid  hereunder,  and  to  revoke  any  such  declaration  whenever  made ;  to 
call  or  attend,  and  either  in  person  or  by  proxy  to  vote  at,  any  and  all  meetings  of 
stockholders  or  bondholders  or  creditors  of  any  corporation,  however  convened;  to 
terminate,  or  to  seek  to  dissolve  or  to  modify,  any  trust,  contract  or  lease,  in  whole  or  in 
part;  to  apply  for  the  determination  of  the  validity  thereof,  or  for  the  removal  of  any 
trustees,  or  for  the  substitution  of  other  trustees,  or  to  take  any  other  steps  in  respect  of 
any  trust,  contract  or  lease  or  under  any  provision  thereof;  at  any  time  or  times,  and  at 
such  prices  as  they  shall  deem  proper,  to  purchase  or  to  pay,  compromise  or  settle,  any 
coupons,  notes  or  other  indebtedness  or  obligations  of  the  Railway  Company,  or  any  of  the 
constituent,  subordinate  or  allied  companies  mentioned  in  the  Plan,  or  of  any  receiver's 
certificates  or  obligations  issued  or  which  may  be  issued  or  incurred  by  the  receiver 
thereof ;  and  for  that  purpose  to  apply  any  moneys  received  from  the  sale  of  bonds  or 
voting  trust  certificates  for  stock  in  the  new  Company,  or  which  otherwise  may  be  received 
or  raised  by  the  Reorganization  Managers ;  for  any  of  the  purposes  of  the  Plan  and  Agree- 
ment, to  borrow  money  and  to  charge  or  to  pledge  any  deposited  stock  or  securities,  prop- 
erty purchased,  or  new  securities  to  be  issued,  for  the  payment  of  an}'  moneys  borrowed ; 
to  give  all  bonds  of  indemnity  or  other  bonds,  and  therewith  to  charge  the  securities 
deposited  hereunder  or  any  part  thereof;  to  institute,  or  to  become  parties  to,  any  legal 
proceeding ;  to  apply  for  receivers,  or  for  the  removal  of  receivers  and  the  substitution  of 
other  receivers,  or  for  the  termination  of  any  receivership,  and  for  the  delivery  of  any 
property  to  its  owners ;  in  whole  or  in  part,  to  settle  any  litigation  now  or  at  any  time 
existing  or  threatened,  with  plenary  power  to  enter  into  arrangements  for  decrees,  or  for 
facilitating  or  hastening  the  course  of  litigation,  or  in  any  way  to  promote  the  consum- 
mation of  the  Plan;  to  do  whatever,  in  the  judgment  of  the  Reorganization  Managers, 
may  be  expedient  to  promote  or  to  procure  the  sale  as  an  entirety,  or  the  joint  or 
separate  sales  of  any  lands,  properties  or  franchises  herein  concerned,  wherever  situated; 
to  adjourn  any  sale  of  any  property  or  franchise,  or  of  any  portion  or  lot  thereof;  to  bid, 
or  to  refrain  from  bidding,  at  any  sale,  either  public  or  private,  either  in  separate  lots  or 
as  a  whole,  for  any  property  or  franchises,  or  any  part  thereof,  whether  or  not  owned, 
controlled  or  covered  by  any  deposited  or  acquired  security,  including  or  excluding  any 
particular  rolling  stock,  or  other  property,  real  or  personal,  and,  at,  before  or  after  any 
sale,  to  arrange  and  agree  for  the  resale  of  any  portion  of  the  property  which  they  may 
decide  to  sell  rather  than  to  retain ;  to  hold  any  property  or  franchises  purchased  by 
them,  either  in  their  name  or  in  the  name  of  persons  or  corporations  by  them  chosen  for 
the  purposes  of  this  Agreement,  and  to  apply  any  security  held  by  them  hereunder  in 
satisfaction  of  any  bid,  or  towards  obtaining  funds  for  the  satisfaction  thereof;  and 
the  term  "property  and  franchise"  shall  include  any  and  all  railroads,  railroad  and 
other  transportation  lines,  branches,  leaseholds,  lands,  rights  in  lands,  mining  rights, 
stocks,  or  other  interests  in  corporations  in  which  the  Railway  Company  has  any 
interest  of  any  kind  whatever,  direct  or  indirect.     The  amount  to  be  bid  or  paid  by  the 


17 

Reorgauization  Managers  for  any  property  or  franchises  shall  be  absolutely  discretionary 
with  them ;  and,  in  case  of  the  sale  to  others  of  any  property  or  franchises,  the  Reor- 
ganization Managers  may  receive  out  of  the  proceeds  of  such  sale  or  otherwise  any 
dividend  in  any  form  accruing  on  any  stock  or  securities  held  by  them. 

Third.  The  Reorganization  Managers  may  procure  the  organization  of  one  or 
more  new  companies,  or  they  may  adopt  or  use  any  existing  or  future  companies  ;  and 
they  may  cause  to  be  made  consolidations,  leases,  sales  or  other  arrangements  of,  by 
or  between  any  of  the  companies  mentioned  in  the  Plan,  or  of,  by  or  with  any  other 
companies ;  they  may  make  or  cause  to  be  made  conveyances  or  transfers  of  any  prop- 
erties or  securities  acquired  by  them ;  and  they  may  take  such  other  proceedings  as 
they  may  deem  proper  for  the  purpose  of  creating  the  new  securities  provided  for  in  the 
Plan  and  Agreement,  and  for  carrying  out  all  or  any  of  the  provisions  thereof.  The 
Reorganization  Managers  also  are  authorized  to  receive  and  to  dispose  of,  in  accordance 
with  any  of  the  provisions  of  the  Plan  and  Agreement,  the  new  securities  and  stocks 
to  be  created,  and  they  may  vote  upon  all  the  stock  of  such  new  corporation,  for  all 
purposes  in  their  judgment  necessary  to  carry  out  the  Plan,  until  the  same  shall  be 
transferred  to  the  Syndicate,  the  Voting  Trustees,  and  the  Depositors,  respectively 
entitled  to  receive  the  same. 

Fourth.  The  Reorganization  Managers  may  construe  the  Plan  and  Agreement, 
and  their  construction  thereof  or  action  thereunder,  in  good  faith,  shall  be  final  and 
conclusive.  They  may  supply  any  defect  or  omission,  or  may  reconcile  any  inconsist- 
encies, in  such  manner  and  to  svich  extent  as  shall  be  necessary  to  carry  out  the  same 
properly  and  effectively,  and  they  shall  be  the  sole  judge  of  such  necessity.  They 
shall  be  the  sole  and  final  judge  as  to  when  and  whether  the  assent  of  enough  stock- 
holders of  the  Railway  Company  shall  have  been  obtained  to  warrant  them  in  declaring 
the  same  or  any  part  thereof  operative,  or  in  carrying  the  same  or  any  part  thereof  into 
effect ;  and,  whenever  they  shall  deem  proper,  they  shall  have  power  to  abandon,  or 
to  alter  or  modify,  or  to  depart  from,  the  Plan  or  any  part  thereof.  At  any  time  or 
times,  after  any  such  partial  abandonment,  they  may  restore  to  the  Plan  any  abandoned 
part  or  parts  thereof,  and  they  may  seek  to  carry  the  same  into  effect  as  fully  as  if 
such  part  or  parts  had  not  been  abandoned.  They  also  may  attempt  to  carry  the  Plan 
into  effect  rather  than  abandon  or  modify  the  same,  even  though  it  be  manifest  that  as 
carried  out  the  Plan  must  depart  from  the  original  Plan  or  from  some  part  thereof. 
But  in  case  of  any  intentional  change  or  modification  or  departure  from  the  Plan  which, 
in  their  judgment,  shall  materially  affect  any  of  the  several  classes  of  Depositors  or 
their  mutual  relations,  a  statement  of  such  proposed  change,  modification  or  departure 
shall  be  filed  with  J,  P.  Morgan  &  Co.,  New  York,  and  copies  thereof  be  delivered 
or  mailed  to  the  Committees  mentioned  in  the  Plan,  and  notice  of  the  fact  of  such 
filing  shall  be  given  as  hereafter  provided  in  Article  Thirteenth;  and,  within  two  weeks 
after  final  publication,  all  holders  of  the   outstanding  Certificates  for  such  particular 


i8 

class  or  classes  of  stock  affected  thereby  may  surrender  their  respective  Certificates 
therefor,  and  may  withdraw  securities  of  such  particular  class  or  classes,  or  the  proceeds 
thereof,  or  the  substitutes  therefor  then  under  the  control  of  the  Reorganization  Man- 
agers, to  the  amount  indicated  in  such  Certificates,  provided,  however,  that  in  every  case 
of  withdrawal  or  cancellation  the  Certificate  Holders,  severally  and  respectively,  shall 
make  payment  of  their  shares  of  the  expenses  of  the  Reorganization  Managers  as  appor- 
tioned by  them.  Every  Depositor  not  so  surrendering  and  withdrawing  within  such  two 
weeks  after  final  publication  shall  be  deemed  to  have  assented  to  the  proposed  changes 
or  modifications,  and  whether  or  not  otherwise  objecting,  shall  be  bound  thereby  as  fully 
and  effectively  as  if  he  had  actually  assented  thereto.  Any  changes  or  modifications 
finally  made  by  the  Reorganization  Managers  shall  be  part  of  the  Plan  and  Agreement ; 
and  all  provisions  and  references  concerning  the  Plan  shall  apply  to  the  Plan  so  changed 
or  modified.  In  case  the  Reorganization  Managers  finally  shall  abandon  the  entire  Plan, 
the  securities  deposited  hereunder  or  their  proceeds,  or  any  stocks,  bonds,  securities  or 
claims  or  representatives  thereof  then  under  the  control  of  the  Reorganization  Managers, 
shall  be  delivered  to  the  several  Depositors  and  Purchasing  Depositors  respectively  in 
amounts  representing  their  respective  interests,  upon  surrender  of  their  respective  Certifi- 
cates, and  upon  payment  of  their  shares  of  all  disbursements  and  expenses  of  the 
Reorganization  Managers,  as  apportioned  by  them.  In  every  case  of  withdrawal  of 
securities  under  this  article,  or  of  final  abandonment  of  the  entire  Plan,  the  Reorganiza- 
tion Managers  shall  apportion  to  the  deposited  securities  of  each  class  the  share  of  such 
disbursements  and  expenses  in  the  opinion  of  the  Reorganization  Managers  fairly 
chargeable  to  the  securities  of  that  class,  and  any  such  apportionment  made  by  the 
Reorganization  Managers  shall  be  binding  upon  all  depositors  and  purchasing  depositors 
and  holders  of  certificates  of  deposit,  and  shall  be  a  charge  upon  the  deposited  securities 
and  the  proceeds  thereof.  The  word  "expenses"  when  used  in  this  article,  shall  be 
deemed  to  include  any  sums  due  to  the  Syndicate  Subscribers  in  repayment  of  sums 
theretofore  paid  by  them  under  the  Syndicate  Agreement. 

In  any  such  case,  any  moneys  paid  by  the  Purchasing  Depositors,  or  any  coupons, 
receiver's  certificates  or  other  obligations,  claims  or  property  acquired  therewith,  or  the 
proceeds  thereof  when  received,  remaining  after  deducting  therefrom  the  share  of  the 
disbursements  and  expenses  incurred  by  the  Reorganization  Managers,  and  appor- 
tioned to  such  Purchasing  Depositors,  shall  be  distributed  or  adjusted  equitably 
among  the  respective  holders  of  Certificates  of  Deposit  therefor.  But  the  Reorganiza- 
tion Managers  shall  not  be  liable  for  loss  of  any  such  money  by  them  disbursed  for  the 
purposes  of  this  Agreement  or  for  the  depreciation  in  value  of  any  property  or  security 
by  them  acquired  or  received;  and  the  Purchasing  Depositors,  or  holders  of  such 
Certificates  of  Deposit,  shall  have  no  claim  for  the  repayment  of  any  such  moneys, 
except  to  the  extent  of  their  shares  (as  apportioned  by  the  Reorganization  Managers)  of 
such  moneys,  or  of  their  proceeds,  remaining  in  the  hands  of  the  Reorganization  Man- 
agers after  payment  of  such  disbursements  and  expenses. 


19 

Fifth.  The  Reorganization  Managers  may  proceed  under  tlie  Plan  and 
Agreement,  or  any  part  thereof,  with  or  without  judicial  sale,  and  in  case  of  judicial 
sale  they  may  exercise  any  power,  either  before  or  after  sale.  In  every  case  all  the 
provisions  of  the  Plan  and  Agreement  shall  apply  equally  to,  and  in  respect  of,  any 
physical  properties  embraced  under  the  reorganization,  and  to  and  in  respect  of  any 
securities  representing  any  such  property,  it  being  intended  that  for  all  purposes  there- 
under any  such  property,  and  any  security  representing  such  property,  may  be  treated 
or  accepted  by  the  Reorganization  Managers  as  substantially  identical.  In  case,  in  the 
opinion  of  the  Reorganization  Managers,  any  separate  plan  shall  become  necessary  or 
expedient  to  effect  the  reorganization  of  any  subordinate  or  other  company,  or  for  any 
consolidation  or  arrangement  with  or  for  au}'  sale,  lease  or  purchase  to  or  from  any 
other  company  or  companies,  the  Reorganization  Managers  may  promote,  and  may 
participate  in,  any  such  reorganization  or  in  any  sixch  arrangement,  and  may  deposit 
thereunder  any  securities  thereby  affected. 

In  case  of  any  claim,  lien  or  obligation  (not  herein  fully  provided  for)  affecting  the 
Railway  Company,  or  any  property  or  franchises  thereof,  from  time  to  time  the  Reor- 
ganization Managers  may  make  such  compromise  in  respect  thereto,  or  such  provision 
therefor,  as  they  may  deem  suitable,  using  therefor  any  securities  not  expressly  required 
for  settlement  with  Depositors,  or  not  expressly  reserved  for  liens  or  obligations  specified 
in  the  Plan,  but  the  total  amount  of  new  securities  to  be  created  as  set  forth  in  the  Plan 
shall  not  thereby  be  increased. 

Any  action  contemplated  in  the  Plan  and  Agreement  may  be  performed  before  or 
after  reorganization,  and  any  such  action  to  be  performed  on  or  after  reorganization 
may  be  taken  by  the  Reorganization  Managers  at  any  time  when  they  shall  deem  the 
reorganization  advanced  sufficiently  to  justify  such  course ;  and  as  they  may  deem 
necessary,  the  Reorganization  Managers  may  defer  the  performance  of  any  provision 
of  the  Plan  and  Agreement,  or  may  commit  such  performance  to  the  new  Company. 

In  their  discretion  also,  they  may  set  apart  and  hold  in  trust,  or  may  place  in 
trust  with  any  trust  company,  any  part  of  the  new  securities  to  be  issued,  and  any  cash 
which  may  be  received  from  sales  of  new  securities,  or  otherwise,  as  they  may  deem 
judicious,  for  the  purpose  of  securing  the  application  thereof  for  any  of  the  purposes  of 
the  Plan  and  Agreement. 

Sixth.  From  time  to  time,  for  the  purpose  of  carrying  the  Plan  and  Agreement 
into  effect,  or  of  obtaining  assents  thereto  either  generally  or  in  specific  instances,  the 
Reorganization  Managers  may  make  contracts  with  any  person,  syndicate  or  corporation, 
or  committee  representing  securities  or  stock  of  any  class;  and,  in  their  discretion,  either 
generally  or  in  specific  instances,  and  upon  such  general  or  special  terms  or  conditions 
as  they  may  deem  proper,  they  may  arrange  to  procure  the  deposit  of  securities  or 
stock  of  any  class  hereunder ;  and  by  loan  or  guaranty,  or  by  the  sale  of  the  new 
securities  to   be   created,   or  otherwise,  on  such  terms,  conditions  and  rates  as  the 


20 


Reorganization  Managers  may  deem  proper,  they  may  obtain  any  moneys  required  to 
carry  out  the  Plan  and  Agreement,  including  such  sums  as  the  Reorganization  Managers 
may  deem  expedient  to  provide  for  the  uses  of  the  new  Company,  including  the  purchase 
of  equipment  or  other  property,  and  the  provision  of  betterments ;  and  for  the  perform- 
ance of  any  contract  the  Reorganization  Managers  may  charge  the  deposited  securities 
and  the  new  securities  to  be  issued,  and  also  may  pledge  the  same  for  the  payment  of  any 
moneys  borrowed  with  interest  thereon,  and  for  the  performance  of  any  other  obligations 
incurred  under  the  powers  herein  conferred.  The  Reorganization  Managers  may  employ 
counsel,  agents  and  all  necessary  assistance ;  and  they  may  incur  any  and  all  expenses 
which,  in  their  discretion,  they  may  deem  proper  for  carrying  out  or  for  attempting 
to  carry  out  this  Agreement  or  any  of  the  provisions  thereof,  including  all  expenses 
in  connection  with  the  preparation  of  this  Agreement,  and  the  issue  of  Certificates, 
all  legal  expenses,  all  expenses  for  advertising,  printing  and  all  other  expenses  in  any 
manner  connected  with  this  Agreement,  or  which  they  may  deem  expedient  to  incur  in 
undertaking  to  promote  any  of  the  purposes  thereof.  They  shall  be  the  sole  j  udges  of  the 
propriety  and  the  expediency  of  any  arid  all  expenses,  and  of  the  amount  thereof.  They 
may  prescribe  the  form  and  terms  of  all  securities,  and  of  all  instruments  at  any  time  to  be 
issued  or  executed.  They  may  create  and  provide  for  all  necessary  trusts,  and  may 
nominate  and  appoint  trustees  thereunder.  At  public  or  private  sale,  or  otherwise,  they 
may  dispose  of  any  new  securities  left  on  their  hands.  In  so  disposing  of  any  such 
new  securities  left  on  their  hands,  they  may  use  the  same  or  the  proceeds  thereof  for 
the  purpose  of  carrying  out  the  reorganization,  or  in  any  other  manner  for,  or  to  accrue 
to,  the  benefit  of  the  new  Company,  in  such  manner  as  they  may  deem  expedient  and 
advisable.  At  the  time  of  the  creation  of  the  new  securities,  or  as  soon  thereafter 
as  may  be,  the  Reorganization  Managers  may  take  such  action  (either  by  creating  lesser 
amounts  of  securities,  or  otherwise)  aS  they  may  deem  necessary  to  guard  against  the 
issue  of  such  particular  securities  in  any  manner  or  to  any  extent  inconsistent  with 
the  purposes  of  the  Plan. 

Seventh.  Messrs.  J.  P.  Morgan  &  Co.,  as  Reorganization  Managers,  shall  act 
as  a  copartnership,  and  in  case  of  any  change  in  said  firm  the  successor  firm  of 
J.  P.  Morgan  &  Co.,  as  from  time  to  time  constituted,  shall  continue  as  Reorganization 
Managers,  with  all  the  powers,  rights  and  title  vested  in  the  Reorganization  Managers 
hereunder.  Neither  the  Reorganization  Managers,  nor  any  Depositary  of  the  Reorgan- 
ization Managers,  assume  any  personal  responsibility  for  the  execution  of  the  Plan,  or 
of  this  Agreement,  or  any  part  of  either,  nor  for  the  result  of  any  steps  taken  or  acts 
done  for  the  purposes  thereof ;  the  Reorganization  Managers,  however,  undertaking  in 
good  faith  to  endeavor  to  execute  the  same.  No  member  of  the  Reorganization  Mana- 
gers, nor  any  Depositary,  shall  be  personally  liable  for  any  act  or  omission  of  any 
agent  or  employee  selected  in  good  faith,  nor  for  any  error  of  judgment  or  mistake  of 
law,  nor  in  any  case  except  for  his,  its  or  their  own  individual  willful  malfeasance  or 


21 

neglect ;  and  neither  any  Depositary  nor  tlie  Reorganization  Managers  shall  be  person- 
ally liable  for  the  acts  or  defaults  of  the  other.  The  Reorganization  Managers  may  act 
through  any  committees  or  agents,  and  may  delegate  any  authority,  as  well  as  discre- 
tion, to  any  such  committee  or  agent,  and  the  members  of  such  committee  or  such  agents 
may  be  allowed  a  reasonable  compensation  for  their  services  hereunder ;  and  the  Reor- 
ganization Managers  shall  be  entitled  to  compensation  as  provided  in  the  Plan.  Any 
member  of  the  Reorganization  Managers,  or  any  Depositary,  without  accountability  in 
respect  thereof,  may  be  or  become  pecuniarily  interested  in  any  contracts,  property  or 
matters  which  this  Agreement  concerns,  including  participation  in  or  under  any  syndi- 
cate agreement,  whether  or  not  mentioned  in  the  Plan  ;  and  also  the  Reorganization 
Managers  may  reimburse  themselves  for  all  moneys  by  them  advanced  to  or  on 
account  of  the  Railway  Company,  or  for  payment  of  interest  on  its  obligations,  or  on 
bonds  or  other  obligation  of  its  subsidiary  companies.  Any  direction  given  by  the  Re- 
organization Managers  shall  be  full  and  suflScient  authority  for  any  action  of  any  Depos- 
itary or  of  any  Trust  Company,  or  of  any  other  custodian  or  of  any  committee  or  agent. 

Eighth.  The  Reorganization  Managers  may  negotiate,  and  may  contract,  with 
any  companies  or  pei-sons,  for  the  acquisition  of  additional  equipment  or  other  property 
for  use  in  the  operation  of  the  Railway  Company's  System,  or  for  obtaining  or  for  grant- 
ing running  powers,  terminal  facilities,  exchanges  of  property,  or  any  other  convenience 
which  they  may  deem  necessary  or  desirable  to  obtain  or  to  grant,  including  arrange- 
ments for  consolidation,  sale  or  lease ;  and  they  may  make  contracts  therefor  binding 
the  new  company ;  and  generally  they  may  make,  and  may  ratify,  such  purchases, 
contracts,  stipulations,  or  arrangements  as  in  their  opinion  will  operate  directly  or 
indirectly  to  aid  in  the  preservation,  improvement,  development  or  protection  of  any 
property  now  constituting  the  Railway  Company's  system,  or  any  property  which  the 
Railway  Company,  or  any  subordinate  company,  shall  have  contracted  to  acquire  ;  or  to 
prevent  or  to  avoid  opposition  to,  or  interference  with,  the  successful  execution  hereof. 

Ninth.  The  accounts  of  the  Reorganization  Managers  shall  be  filed  with  the 
Board  of  Directors  of  the  new  Company  within  one  year  after  its  organization  shall  have 
been  completed,  unless  a  longer  time  be  granted  by  the  said  Board.  The  accounts, 
when  approved  by  such  Board  of  Directors,  shall  be  final,  binding  and  conclusive  upon 
all  parties  having  any  interest  therein  ;  and  upon  such  approval,  whenever  given,  the 
Reorganization  Managers  shall  be  discharged,  and  any  liability  shall  cease.  The  accept- 
ance of  new  securities  by  any  Depositor  or  any  Purchasing  Depositor  shall  estop  such 
acceptor  from  questioning  the  conformity  of  such  securities  in  any  particular  to  any  pro- 
visions of  the  Plan  ;  and  the  acceptance  of  new  securities  by  the  holders  of  a  majority  in 
amount  of  the  Certificates  of  Deposit  for  any  class  of  stock  shall  in  each  case  respect- 
ively estop  all  holders  of  Certificates  of  Deposit  for  stock  of  that  class. 

Tenth.  The  enumeration  of  specific  powers  hereby  conferred  shall  not  be  con- 
strued to  limit  or  to  restrict  general  powers  herein  conferred  or  intended  so  to  be ;  and 


it  is  distinctly  declared  tliat  it  is  intended  hereby  to  confer  on  the  Reorganization 
Managers,  and  hereby  each  Depositor  and  each  Purchasing  Depositor  confers  on  the 
Reorganization  Managers,  in  respect  of  all  securities  or  stock  deposited  or  to  be  deposited 
hereunder,  and  in  all  other  respects,  2cay  and  all  powers  which  the  Reorganization 
Managers  may  deem  necessary  or  expedient  in  or  towards  carrying  out  or  promoting 
the  purposes  of  the  P^an  and  Agreement  in  any  respect,  even  though  any  such  power 
be  of  a  character  not  now  contemplated  ;  and  the  Reorganization  Managers  may  exercise 
any  and  every  such  power  as  fully  and  effectively  as  if  the  same  were  herein  distinctly 
specified,  and  as  often  as,  for  any  cause  or  reason,  they  may  deem  expedient.  The 
methods  to  be  adopted  for  or  towards  carrying  out  this  Agreement  shall  be  entirely 
discretionary  with  the  Reorganization  Managers. 

Eleventh.  All  Receivers'  certificates,  coupons  and  claims  purchased  or  other- 
wise acquired  under  this  Agreement,  shall  remain  in  full  force  and  effect  for  all  purposes, 
and  shall  not  be  deemed  to  have  been  satisfied,  released  or  discharged  by  any  delivery 
of  new  securities ;  and  no  legal  right  or  lien  shall  be  deemed  released  or  waived,  but 
said  claims,  aud  any  judgment  upon  any  of  such  claims,  including  claims  and  judgments 
for  deficiencies,  and  all  liens  and  equities,  shall  remain  unimpaired,  and  may  be  enforced 
by  the  Reorganization  Managers  or  by  the  new  Company  or  by  any  or  other  assign  of 
the  Reorganization  Managers,  until  paid  or  satisfied  in  full,  or  expressly  released. 
Neither  the  Reorganization  Managers,  nor  any  creditors  of  the  Railway  Company, 
by  executing  this  Agreement,  or  by  becoming  parties  thereto,  release,  surrender 
or  waive  any  lien,  right  or  claim  in  favor  of  any  stockholders  or  any  unsecured 
creditors  of  such  Company ;  and  all  such  liens,  rights  and  claims  shall  vest  unimpaired 
in  the  Reorganization  Managers,  and  in  the  new  Company,  or  its  assigns,  severally  and 
respectively ;  and  any  purchase  or  purchases  by  or  in  behalf  of  the  Reorganization 
Managers,  or  of  the  new  Company,  under  any  decree  for  the  enforcement  of  any  such 
lien,  right  or  claim,  shall  vest  the  property  purchased  in  the  Reorganization  Managers, 
or  in  the  new  Company,  free  from  all  interest  or  claim  on  the  part  of  any  such  stock- 
holders, creditors  or  other  parties.  No  right  is  conferred,  nor  any  trust,  liability  or 
obligation  (except  the  agreements  herein  contained  in  favor  of  the  holders  of  Certificates 
of  Deposit)  is  created  by  the  Plan  and  Agreement,  or  is  assumed  hereunder  or 
by  or  for  any  new  Company  in  favor  of  any  creditor,  or  of  any  holder  of  any 
claim  whatsoever  against  the  Railway  Company,  nor  in  favor  of  any  company  now 
existing,  or  to  be  formed  hereafter  (whether  such  claim  be  based  on  any  bonds, 
stocks,  securities,  lease,  guaranty,  notes,  debts  or  otherwise),  with  respect  to  any  securi- 
ties deposited  or  held  under  this  Agreement,  or  any  moneys  paid  to,  or  received  by  the 
Reorganization  Managers  or  by  any  Depositary  hereunder,  or  with  respect  to  any  prop- 
erty acquired  by  purchase  at  any  foreclosure  sale,  or  with  respect  to  any  new  securities 
to  be  issued  hereunder,  or  with  respect  to  any  other  matter  or  thing. 

Twelfth.  All  moneys  paid  under,  or  with  reference  to,  the  Plan  and  Agree- 
ment shall  be  paid  to  the  Reorganization  Managers,  who,  as  Bankers,  shall  hold  such 


23 

deposit  thereof  subject  to  check  when  required  for  any  of  the  purposes  of  the  Plan  and 
Agreement  as  may  be  most  convenient,  and  as  from  time  to  time  may  be  determined  by 
the  Reorganization  Managers,  whose  determination  as  to  the  propriety  and  purpose  of 
any  such  application  shall  be  final,  and  nothing  in  the  Plan  shall  be  understood  as 
limiting  or  requiring  the  application  of  any  specific  moneys  to  any  specific  purposes. 
Any  obligation  in  the  nature  of  floating  debt  or  otherwise,  against  any  company  or 
property  embraced  in  the  Plan,  either  as  proposed  or  as  carried  out,  or  any  securities 
held  as  collateral  for  any  such  obligation,  may  be  acquired  or  be  extinguished,  or  be 
held  by  the  Reorganization  Managers,  at  such  times,  in  such  manner  and  upon  such 
terms,  as  they  may  deem  proper  for  the  purposes  of  reorganization,  but  nothing  in  the 
Plan  and  Agreement  contained  is  intended  to  constitute,  nor  shall  any  provision  hereof 
or  hereunder  constitute,  any  liability  or  trust  in  favor  or  in  respect  of  any  such 
obligation. 

Thirteenth.  All  calls  for  the  deposit  of  certificates  for  stock ;  for  the  payment 
to  be  made  by  Purchasing  Depositors,  or  for  the  surrender  of  Certificates ;  all  notices 
fixing  or  limiting  any  period  for  the  deposit  of  stocks  or  for  such  payments,  and  all 
other  calls  or  notices  hereunder,  except  when  herein  otherwise  provided,  shall  be 
inserted  in  the  New  York  Sun  and  the  New  York  Tribune^  or  in  any  other  two  of  the 
daily  newspapers  of  general  circulation  published  in  the  City  of  New  York,  twice  in 
each  week  for  two  successive  weeks,  beginning  on  any  day  of  the  week.  Any  call  or 
notice  whatsoever,  when  so  published  by  the  Reorganization  Managers,  shall  be  taken 
and  shall  be  considered  as  though  personally  served  on  all  parties  hereto,  and  upon  all 
parties  bound  hereby,  as  of  the  respective  dates  of  insertion  thereof,  and  such  publica- 
tion shall  be  the  only  notice  required  to  be  given  under  any  provision  of  the  Plan  and 
Agreement. 

Fourteenth.  Tlie  Plan  and  this  Agreement  shall  bind  and  benefit  the  several 
parties,  including  the  Depositors  and  Purchasing  Depositors  hereunder,  and  their  and 
each  of  their  survivors,  heirs,  executors,  administrators,  successors  and  assigns. 

In  witness  whereof,  the  Reorganization  Managers  have  caused  these  presents 
to  be  duly  executed,  and  all  other  parties  hereto  have  deposited  securities  hereunder. 


3468a 


LD21A-50m-2,'71 
(P200l8l0)476 — A-32 


